End User License Agreement (EULA)

version 1.5

PLEASE READ THIS DOCUMENT CAREFULLY BEFORE INSTALLING THE SOFTWARE. BY 
INSTALLING AND USING THE SOFTWARE, YOU AGREE ON BEHALF OF THE ENTITY LICENSING 
THE SOFTWARE AND WHO IS BECOMING A PARTY TO THIS LICENSE AGREEMENT ("THE 
COMPANY") TO BE BOUND BY THE TERMS OF THIS AGREEMENT AND THAT YOU HAVE THE 
NECESSARY AUTHORITY TO BIND THE COMPANY TO THIS AGREEMENT. IF YOU DO NOT AGREE 
TO THE TERMS OF THE AGREEMENT, DO NOT INSTALL OR USE THE SOFTWARE. 

This is an agreement ("Agreement") entered into by and between you (the 
"Company") and LogicalDOC Srl. and its subsidiaries ("LD"). This Agreement 
states the terms and conditions upon which LD offers to license the LogicalDOC 
Commercial Editions software provided in this package together with all related 
documentation and accompanying items including, but not limited to, the 
executable programs, drivers, libraries and data files associated with such 
programs (collectively, the "Software").

DEFINITIONS
Accessible Code means source code contained within the Software that is 
accessible under this Agreement. Affiliate means a company which is controlled, 
under common control or controlling the Company during the period of such 
control. For the purposes of this Agreement, "control" shall mean ownership, 
directly or indirectly, of more than 50% of the shares in the Company (or other 
voting securities) which vote for the election of the board of directors or 
other managing body of the Company.

End User means an employee, contractor or agent of the Company and its 
Affiliates authorized by the Company to use the Software as per the terms of 
this Agreement.

OEM Distribution means distribution of the Software as either a bundled add-on 
to, or embedded component of, another application with such application being 
made available to its users as, but not limited to, an Enterprise application, a
hosted application, a Software-as-a-Service offering or a subscription service 
for which the distributor of the application receives a license fee or any form 
of direct or indirect compensation.

Protected Code means source code contained within the Software that is protected
against access by LD and is not accessible under this Agreement. 

Distribution Archive means a software installer package or any other 
distribution medium commonly utilized to package and distribute software.

Customer Service Systems means any online system provided by LD or its service 
providers to provide Company with product support, access to the Software, or 
user licenses, though not limited to these services.

GRANT OF RIGHTS
For the term of this Agreement and subject to the Company's payment of the 
license fees as defined below LD grants the Company a non-exclusive, 
non-transferable, non-sublicensable right to use and modify the Software only 
for the Company's own internal use and limited to the number of End Users for 
which the Company has paid the applicable license fee.

COMPANY'S RESPONSIBILITY FOR END USERS
The Company shall be responsible for any act or omission of all End Users and 
for their compliance with all of the terms of this Agreement. Any action or 
breach by any of the Company's employees, contractors, agents or Affiliates 
shall be deemed an action or breach by the Company of this Agreement and the 
Company hereby indemnifies and holds LD harmless from any and all such breaches 
of this Agreement. The Company waives all of those defenses that the Company may
have in law or otherwise which may be raised to avoid liability should the 
Company not be liable for its employees, contractors', agents' or Affiliates' 
acts, omissions and non-compliance with the terms of this Agreement.

DELIVERY AND ACCEPTANCE OF THE SOFTWARE
The Software shall be deemed accepted once the Company has successfully 
downloaded and unpacked the Distribution Archive.

RESTRICTIONS
The Company shall not, directly or indirectly: (i) remove or alter any  
copyright, trademark or proprietary notice in the Software; (ii) transfer, use 
or export the Software in violation of any laws or regulations of any government
or governmental agency; (iii) reverse engineer, decompile or modify any 
protected code which forms part of the Software; (iv) distribute the Software 
via OEM Distribution without entering into a separate OEM Distribution Agreement
with LD; (v) redistribute the Accessible or Protected Code; (vi) use and or 
modify the Software to develop a competitive product; and (vii) commit any act 
or omission the likely result of which is that LD's reputation will be brought 
into disrepute or which act or omission could reasonably be expected to have or 
does have a material and adverse effect on LD's interests.
The Software includes license protection mechanisms that are designed to manage 
and protect the intellectual property rights of LD. The Company must not modify 
or alter those features to try to defeat the Software use rules that the license
protection mechanisms are designed to enforce. The Company must not use the same
license on more than one installation nor on more than one physical or virtual 
device.

Notwithstanding anything to the contrary in this Agreement, during the period of
this Agreement the Company may continue to use the Software initially provided 
under this Agreement with the source code and license and use differing 
databases, web servers or operating systems than the database, web server or 
operating system initially selected by the Company on installation of the 
Software at no charge.

PROPRIETARY RIGHTS
LD and its licensors shall own all right, title, and interest to the Software, 
technology, information, code or software provided to Company, including all 
portions, copies or modifications thereof. Except as expressly provided herein, 
no licenses of any kind are granted hereunder, whether by implication, estoppel,
or otherwise.

FEES AND PAYMENT
End User Accounts: The Company shall designate an Administrator and notify LD of
the identity and contact information for said Administrator. The Administrator 
may add End Users to the Company's subscription for the Software by placing an 
order with LD. The Company is responsible for all activity occurring under the 
Company's End User's accounts. The Company shall notify LD immediately of any 
unauthorized use of any password or account that provides Company access to the 
Customer Service Systems, or unauthorized copying or distribution of the 
Software or related proprietary material.
License fee: The Company shall pay to LD an amount specified on the LogicalDOC 
price list for the number of End Users and other parameters that Company 
selects. Payment of the license fee shall be due and payable as set forth in the
terms and conditions on the LogicalDOC website. All fees paid to LD are 
non-refundable. The Company will also pay all applicable taxes, including sales,
use, personal property, valueadded, excise, customs fees, import duties, stamp 
duties and any other similar taxes and duties, including penalties and interest,
imposed by any federal, state, provincial or other government entity on the 
transactions contemplated by this Agreement.

COPYRIGHT
LD reserves all rights not expressly granted to you in this EULA. The Software 
is protected by copyright and other intellectual property laws and treaties. LD 
and/or its licensors own the title, copyright, and other intellectual property 
rights in the Software. The Software is licensed, not sold. The Company must not
remove the copyright notice from any copy of the Software or any copy of the 
written materials, if any, accompanying the Software.

MERGER OR INTEGRATION
Should the Company merge any portion of the Software or accessible code into, or
integrate any portion of the Software or accessible code with, any other program
or code, any portion of the Software or accessible code merged into or 
integrated with another program, if any, will continue to be subject to the 
terms and conditions of this Agreement, and the Company must reproduce on the 
merged or integrated portion all copyright and other proprietary rights notices 
included in the originals of the Software or accessible code.

TRANSFER OF LICENSE
The Company must not transfer its license in terms of this Agreement to any 
external third parties. LD can allow Company to transfer its license in the 
presence of a formal agreement signed by both parties.

ACTIVATION OF LICENSE
The Company is required to activate its license before using it and this will 
bind the license to a specific device. Changes in the device will invalidate the
license and a new activation is required.  The license can be activated a 
maximum of 3 times. Further activations are not due, but LD can decide at its 
sole discretion to allocate further activations.

LIMITATIONS ON USING, COPYING, AND MODIFYING THE SOFTWARE
Except to the extent expressly permitted by this Agreement or by the laws of the
jurisdiction where the Company acquired the Software, it may not use, copy or 
modify the Software. Nor may the Company sub-license any of its rights under 
this Agreement.

DECOMPILING, DISASSEMBLING, OR REVERSE ENGINEERING
The Company acknowledges that the Software contains trade secrets and other 
proprietary information of LD and its licensors. Except to the extent expressly 
permitted by this Agreement or by the laws of the jurisdiction where the Company
is located, it may not decompile, disassemble or otherwise reverse engineer the 
Software, or engage in any other activities to obtain underlying information 
that is not visible to the user in connection with the normal use of the 
Software.

In particular, the Company agrees not for any purpose to transmit the Software 
or display the Software's object code on any computer screen or to make any 
hardcopy memory dumps of the Software's object code. If the Company believes 
that it requires information related to the interoperability of the Software 
with other programs, it shall not decompile or disassemble the Software to 
obtain such information, and it agrees to request such information from LD at 
the address listed below. Upon receiving such a request, LD shall determine 
whether the Company requires such information for a legitimate purpose and, if 
so, LD will provide such information to the Company within a reasonable time and
on reasonable conditions.

In any event, the Company will notify LD of any information derived from reverse
engineering or such other activities, and the results thereof will constitute 
the confidential information of LD that may be used only in connection with the 
Software.

SOFTWARE MAINTENANCE
Software Maintenance includes LD's provisioning to the Company of updates and/or
enhancements of the Software made generally available to customers from time to 
time, and online technical support (and where applicable, phone support) to one 
Company-designated technical contact for the sole purpose of addressing 
technical issues relating to the use of the Software (excluding any form of 
on-site visits by LD personnel or contractors).

LD will make commercially reasonable best efforts to remedy defective code and 
to release these fixes as updates according to LD's product roadmap.

Please be aware of our Support Service Level Agreement (SSLA).

Please be aware of our Software Maintenance Terms and Conditions (SMTC).

Please be aware that a valid support contract is also required to add new items 
to the license.

AUDITING
LD can send statistics on the system usage, these statistics are used to improve
the Software and will not be shared with other subjects.

DISCLAIMER OF ANY WARRANTY
LD does not warrant that the functions contained in the Software will meet the 
Company's requirements or that the operation of the Software will be correct, 
uninterrupted or error-free. LD provides evaluation copies of the Product so 
that customers can assess the Product before purchase it.

THE SOFTWARE IS PROVIDED AS-IS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR 
IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF 
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NONINFRINGEMENT.

The Company assumes responsibility for the support and fault-finding of any 
modifications made to the Software, or merger and integration undertaken with or
between any other program or code.

The Company assumes full responsibility for the selection of the Software to 
achieve its intended results, and for the installation, use and results obtained
from the Software. The Company also assumes the entire risk as it applies to the
quality and performance of the Software. Should the Software prove defective, 
the Company (and not LD, or its distributors or dealers) assumes the entire cost
of any and all necessary servicing, repair or correction.

Some countries/states do not allow the exclusion of implied warranties, so the 
above exclusion may not apply to the Company. LD disclaims all warranties of any
kind if the Software was customized, repackaged or altered in any way by any 
third party other than LD.

PUBLICITY RIGHTS
The Company grants LD the right to include the Company as a customer in 
promotional material for the Software or for LD.

The Company can deny LD this right by submitting a written request via e-mail to
info@logicaldoc.com This e-mail address is being protected from spambots. You 
need JavaScript enabled to view it requesting to be excluded from such 
promotional material. Confirmation of such denial (via reply e-mail) must be 
received prior to purchasing for this to be effective.

Should the Company come to be or already be included in promotional material, as
a result of any prior purchases where the Company did not request exclusion from
the promotional material, the Company can at any point, submit a written request
via e-mail to info@logicaldoc.com This e-mail address is being protected from 
spambots. Upon receipt of such request, LD will remove any reference to the 
Company from such promotional material within 30 days and make no further 
reference to the Company.

During any term of this Agreement, the Company grants to LD a non-transferable, 
non-exclusive, license to reproduce and display its logos, trademarks, trade 
names and similar identifying material so that LD may refer to the Company as a 
user of the Software should LD so desire, such as on the LD website, in press 
releases and in other marketing materials.

INDEMNIFICATION
If the Company distributes the Software in violation of this Agreement, it 
hereby indemnifies, hold harmless and defends LD from and against any and all 
claims or lawsuits, including attorney's fees and costs that arise, result from 
or are connected with the use or distribution of the Software in violation of 
this Agreement.

LIMITATION OF REMEDIES AND DAMAGES
In no event will LD or its licensors be liable for any indirect, incidental, 
special or consequential damages, or for any personal injury or bodily injury 
(including death) to any persons caused by LD's negligence, or for any lost 
profits, lost savings, loss of use, lost revenues or lost data arising from or 
relating to the Software or this Agreement, even if LD or its licensors have 
been advised of the possibility of such damages. In no event will LD's liability
or damages to the Company or any other person ever exceed the amount paid by the
Company to use the Software, regardless of the form of the claim.

Some countries/states do not allow the limitation or exclusion of liability for 
incidental or consequential damages, so the above limitation or exclusion may 
not apply to the Company.

CONTRACTOR/MANUFACTURER
The Contractor/Manufacturer for the Software is:
LogicalDOC Srl
Via Aldo Moro interna 3
41012 - Carpi (MO) Italy
Phone: +39 059 597 0906

GENERAL
This Agreement is binding on the Company as well as its employees, employers, 
contractors and agents, and on any successors and assignees. Neither the 
Software nor any information derived therefrom may be exported except in 
accordance with the laws of Italy or other applicable provisions. This Agreement
is governed by the laws of Italy. This Agreement is the entire agreement between
LD and the Company and the Company agrees that LD will not have any liability 
for any untrue statement or representation made by it, its agents or anyone else
(whether innocently or negligently) upon which the Company relied upon entering 
this Agreement, unless such untrue statement or representation was made 
fraudulently. This Agreement supersedes any other understandings or agreements, 
including, but not limited to, advertising, with respect to the Software. If any
provision of this Agreement is deemed invalid or unenforceable by any country or
government agency having  jurisdiction, that particular provision will be deemed
modified to the extent necessary to make the provision valid and enforceable, 
and the remaining provisions will remain in full force and effect. The original 
of this Agreement has been written in English, and that version will govern.